Common use of Incremental Equivalent Debt Clause in Contracts

Incremental Equivalent Debt. The Borrowers may, upon thirty (30) days’ prior written notice to the Administrative Agent, at any time after the Amendment No. 2 Effective Date, issue, incur or otherwise obtain Indebtedness in respect of one or more series of senior or subordinated notes or term loans (which may be unsecured or secured on a junior lien basis or a pari passu basis with the Secured Obligations), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in each case, that are issued or made in lieu of an Incremental Increase and/or Incremental Term Loans (any such Indebtedness, “Incremental Equivalent Debt”); provided that (a) after giving effect (including on a Pro Forma Basis) to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder and without netting the proceeds of such Incremental Equivalent Debt) and (y) the transactions consummated in connection therewith, (i) the aggregate amount of all Incremental Increases, Incremental Term Loans and Incremental Equivalent Debt incurred on or prior to such date does not exceed the Incremental Amount then in effect, (ii) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence and (iii) the Company shall be in compliance with the covenants contained in Section 6.18 and (b) such Incremental Equivalent Debt shall satisfy the Permitted Other Debt Conditions.

Incremental Equivalent Debt. The Borrowers or any Subsidiary may, upon thirty (30) days’ prior written notice to the Administrative Agent, at any time or from time to time after the Amendment No. 2 Effective Closing Date, issue, incur or otherwise obtain Indebtedness of the Borrowers or any Subsidiary (and any Permitted Refinancing thereof) in respect of one or more series of senior or subordinated notes or term loans (which which, in each case, may be unsecured or unsecured, secured on a junior lien basis or on a pari passu basis with the Secured Obligations), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in each case, that are issued or made in lieu of an Incremental Increase and/or Incremental Term Loans Commitments (any such Indebtedness, the “Incremental Equivalent Debt”); provided that (a) after giving effect (including on a Pro Forma Basis) to both (xi) the issuance or incurrence aggregate principal amount of Incremental Equivalent Debt and any Incremental Loans made shall not exceed the Incremental Cap, (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (assuming a borrowing of the maximum credit thereunder and without netting the proceeds of iii) if such Incremental Equivalent Debt) and (y) Debt is secured, the transactions consummated obligations in connection therewithrespect thereof shall not be secured by any Lien on any asset of the Borrowers or any Subsidiary other than any asset constituting Collateral, (i) the aggregate amount of all Incremental Increases, Incremental Term Loans and Incremental Equivalent Debt incurred on or prior to such date does not exceed the Incremental Amount then in effect, (iiiv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence and incurrence; provided that, in connection with any Incremental Equivalent Debt the primary purpose of which is to finance a Limited Condition Transaction, the condition set forth in this clause (iiiiv) the Company shall be in compliance waived (other than with respect to any Specified Event of Default), (v) subject to clause (vii) below, such Indebtedness may otherwise have an amortization schedule as determined by the Borrowers and the lenders providing such Indebtedness, (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the covenants contained in Section 6.18 and Obligations, then such Incremental Equivalent Debt shall be subject to the First Lien Intercreditor Agreement or (b) secured on a junior basis to the Obligations, then such Incremental Equivalent Debt shall be subject to a Junior Lien Intercreditor Agreement, (vii) such Incremental Equivalent Debt shall satisfy have a final maturity date which is no earlier than the Permitted Other Debt Conditions.Maturity Date of the Closing Date Loans and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Closing Date Loans,

Incremental Equivalent Debt. The Borrowers may, upon thirty (30) days’ prior written notice to the Administrative Agent, at any time after the Amendment No. 2 Effective Date, issue, incur or otherwise obtain Indebtedness in respect of one or more series of senior or subordinated notes or term loans (which may be unsecured or secured on a junior lien basis or a pari passu basis with the Secured Obligations), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in each case, that are issued or made in lieu of an Incremental Increase and/or Incremental Term Loans (any such Indebtedness, “Incremental Equivalent Debt”); provided that (a) after giving effect (including on a Pro Forma Basis) to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder and without netting the proceeds of such Incremental Equivalent Debt) and (y) the transactions consummated in connection therewith, (i) the aggregate amount of all Incremental Increases, Incremental Term Loans and Incremental Equivalent Debt incurred on or prior to such date does not exceed the Incremental Amount then in effect, (ii) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence and (iii) the Company shall be in compliance with the covenants contained in Section 6.18 and (b) such Incremental Equivalent Debt shall satisfy the Permitted Other Debt Conditions. (x) Section 2.21 of the Credit Agreement is re-numbered to become Section 2.22. (y) Section 2.22 of the Credit Agreement is re-numbered to become Section 2.23. (z) Section 2.23 of the Credit Agreement is (i) re-numbered to become Section 2.24 and (ii) amended to replace the reference to “Section 2.23(b)” appearing in clause (a) therein with “Section 2.24(b)”. (aa) Section 2.24 of the Credit Agreement is (i) re-numbered to become Section 2.25, (ii) amended to replace the reference to “Section 2.24(c)” appearing in clause (d) thereof with “Section 2.25(c)” and (iii) amended to replace the reference to “Section 2.24(c)(i)” appearing in clause (d) thereof with “Section 2.25(c)(i)”. (bb) Section 4.03 of the Credit Agreement is amended to replace the reference to “Section 2.23” appearing therein with “Section 2.24”. (cc) Section 5.09(a) of the Credit Agreement is amended and restated in its entirety as follows: (a) Concurrently with or prior to any delivery of a Compliance Certificate pursuant to Section 5.02(b) in respect of the first full fiscal quarter of the Company ending after the acquisition of any Property, the Company will, and will cause each of its Subsidiaries (other than any Receivables Entity and any Excluded Acquired Subsidiary and any Excluded Non-Wholly Owned Subsidiary) to, during a Collateral Period, with respect to any Property of any Loan Party (other than (x) any Excluded Property, (y) any Property described in paragraphs (b) or (c) of this Section, and (z) any Property subject to a Lien expressly permitted by Section 6.02(g)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of UCC and PPSA financing statements (or similar filings), as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (dd) Section 5.09(b) of the Credit Agreement is amended and restated in its entirety as follows: